Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
EVP, Strategic Advisor
Effective as of July 26, 2022, Executive Vice President, Strategic Advisor, David C. Ruberg’s employment with Digital Realty Trust, Inc. (the “REIT”) ended by mutual agreement in connection with the expiration of Mr. Ruberg’s Amended Management Agreement, dated as of January 4, 2021, with the REIT, DLR LLC (together with the REIT, the “Company”) and certain other parties (the “AMA”). Following the expiration of the AMA, Mr. Ruberg’s employment had been temporarily extended by mutual agreement of the Company and Mr. Ruberg and ended on July 26, 2022.
In connection with the foregoing, on July 25, 2022, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved, and on July 26, 2022, the Company and Mr. Ruberg entered into, a Transition and Consulting Agreement (the “Transition Agreement”), pursuant to which Mr. Ruberg will provide up to 10 hours of consulting services per week to the Company. The initial consulting period under the Transition Agreement will continue until June 30, 2023 and thereafter automatically will be extended for successive one-year periods unless either the Company or Mr. Ruberg elects to not extend the consulting period by providing at least 60 days advance written notice. Mr. Ruberg’s consulting relationship may not be terminated by either party during the consulting period, other than by the Company for “cause” (as defined in the Transition Agreement), by mutual agreement of the Company and Mr. Ruberg, by Mr. Ruberg for any reason, or by reason of a non-extension of the consulting period as described above.
Under the Transition Agreement, Mr. Ruberg’s outstanding Company equity-based awards will remain outstanding and eligible to vest during the consulting period in accordance with the applicable award agreements. In addition, the Transition Agreement provides that Mr. Ruberg will execute and deliver a general release of claims in favor of the Company. Mr. Ruberg is also subject to certain restrictive covenants under the Transition Agreement, including confidentiality and cooperation covenants, and non-competition and non-solicitation restrictions during the consulting period.
The foregoing description of the Transition Agreement is qualified in its entirety by the full text of the Transition Agreement, which will be filed as an exhibit to the Company’s and Digital Realty Trust L.P.’s combined Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.